PLEASE READ THESE TERMS CAREFULLY BEFORE PROCEEDING. THESE TERMS GOVERN YOUR USE OF OUR SERVICES, IMPOSE OBLIGATIONS ON YOU, AND LIMIT OR EXCLUDE OUR LIABILITY TO YOU IN RELATION TO OUR SERVICES. BY SIGNING UP TO USE THE NOOK SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
By clicking ‘Sign Up’ during the Nook registration process (your Registration), you accept these terms (the Terms) on behalf of the business or organisation who has been identified as the ‘customer’ during your Registration (the Customer/you) as a legally binding contract (Agreement) with Payaable Ltd (trading as Nook), a company incorporated in England and Wales with company number 12921042 and with its registered office at 3 Park View Mews, London, England, SW9 0AG (Nook/we/us).
By clicking ‘Sign Up’ you also represent and warrant that you have all necessary capacity and authority to enter into this Agreement on behalf of the Customer as a legally binding contract with Nook in all applicable jurisdictions. If you do not have such capacity or authority, or you do not wish to accept this Agreement on behalf of the Customer, you will not be able to access or use the Nook Platform (as defined below), and you must end the Nook registration process immediately.
What these Terms cover?
- These Terms govern the provision by Nook, and the use by the Customer, of the payment and invoicing management platform operated by Nook, a full description of which is available at https://www.nook.io/ (the Nook Platform), and any associated services provided by Nook (Nook Services).
Additional and third-party terms
- Terms and conditions applicable to Nook Wallet services. If you sign up to our electronic money wallet service (Nook Wallet), the Wallet Terms and Conditions set out in Schedule 1 (Wallet Terms) will apply in addition to these Terms.
- Other terms and conditions may apply from time to time. There may be other additional terms and conditions applicable to Nook Services from time to time. They may be expressly incorporated into these Terms by being mentioned here, or they may be published on the Nook Platform. In each case where additional or different terms and conditions apply, you will be notified of this before you complete the relevant activity on the Nook Platform.
- Third-party products and services are subject to third-party terms and conditions. The Nook Platform may from time to time integrate with third-party platforms and/or services, for example, payments processing services (Third-Party Products). You agree that all such Third-Party Products are provided by the relevant third parties, not by us, and are subject to the third-party terms and conditions applicable to such Third-Party Products. We will not be responsible for the availability of any such Third-Party Products and will not be liable to you for any matters related to the delivery (or a failure to deliver) of any such Third-Party Products to you.
- Links to other sites and resources. Where the Nook Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Any interaction (or dispute) you may subsequently have with those third parties is subject to those third parties’ terms only.
Updates to these Terms
- We may update these Terms at any time by giving you at least 30 days’ notice. We will post the updated Terms on the Nook website, and, unless you terminate this Agreement in accordance with clause 11.2 (Termination by Customer) of these Terms, you will be bound by the updated Terms from the end of the 30-day notice period. Please note that different rules apply to updates to the Wallet Terms – see paragraph 3.3 of the Wallet Terms.
Right to access and use Nook Platform
- Grant of rights to use Nook Platform. Subject to your compliance with these Terms, we grant you and, through you, those employees or contractors authorised by you (Authorised Users) a non-exclusive, non-transferable, non-assignable, non-sub-licensable, revocable, limited and personal right to use the Nook Platform and the Nook Services, together with the related user documentation (Documentation) made available through the Nook Platform (if any).
- Duration. Your right to use the Nook Platform granted above will begin when you click ‘Sign Up’ during your Registration, and will continue until your rights to use the Nook Platform under these Terms is ended in accordance with clause 11 (Termination by Nook) or clause 11.2 (Termination by Customer) of these Terms (the Service Period).
- Access to Nook Platform. You may only access and use the Nook Platform and Nook Services via the user interface on the Nook website or via APIs approved by us. You should ensure that the hardware, software and internet connectivity used by any Authorised Users to access the Nook Services is properly configured (including firewalls or other security measures beyond our control).
- Prohibited uses. Except as permitted by law or by these Terms, you must not, or allow any other person, to: (a) copy, display, distribute, modify or in any way make available or commercially exploit the Nook Platform; (b) combine or otherwise allow any part of the Nook Platform to become incorporated in any other program or service or develop any derivative works based on the Nook Platform or Documentation; (c) attempt to reverse engineer, decompile, extract or store any part of the Nook Platform; or (d) observe or test the performance and functionality of the Nook Platform for the purposes of developing any competing product or service.
- All IP rights remain with us. All registered and unregistered intellectual property rights (including copyright, database rights, design rights, rights in computer software, service marks and trade marks) whether existing now or in the future anywhere in the world (Intellectual Property Rights) in and to the Nook Platform, Nook Services and the Documentation belong to and will remain vested in us.
Availability of Nook Platform and Nook Services
- We will use reasonable endeavours to ensure that Nook Platform and Nook Services are uninterrupted. You acknowledge that the Nook Platform and the Nook Services are made available via the internet and as a result, their availability may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Consequently (i) we do not warrant that the use of the Nook Platform and the availability of the Nook Services will be uninterrupted or error-free; and (ii) we will not be responsible for any delays, delivery failures, or any other loss or damage resulting from the unavailability of the Nook Platform and/or any Nook Services, and/or from the transfer of data over communications networks and facilities, including the internet.
- Maintenance windows. We will try to give you reasonable advance notice of any period of scheduled maintenance, but reserve the right to suspend the Nook Platform and any Nook Services at any time to carry out emergency maintenance when required. Please report any issues with the Nook Services to email@example.com.
- Changes to Nook Platform. We have the right to make any changes to the functionality of the Nook Platform from time to time without notice, including, without limitation: (a) to address our users’ needs; (b) to comply with any applicable laws; and/or (c) to add new functionalities and/or improve existing functionalities (including integrating the Nook Platform with third-party platforms and services).
- We will use reasonable endeavours to keep your data secure. Where you input any data whilst using the Nook Platform (Customer Data), you agree that the Nook Platform and the Nook Services are not designed or intended for use with any data which may have value or pose any significant risk to you. We will use reasonable efforts to keep Customer Data secure in accordance with best industry practice, but do not give any warranty that Customer Data will be kept confidential or secure, or free from loss, damage, destruction, corruption or unauthorised access or disclosure.
- Limited right for us to use your data. You hereby grant Nook (and each of our direct and indirect sub-contractors,) a royalty-free, non-exclusive, sub-licensable (including by multi-tier) licence to use, copy and other otherwise utilise all Customer Data solely to the extent necessary to provide the Nook Platform and Nook Services or exercise our rights under these Terms.
- How we may deal with your data. We will have the right to permanently delete or otherwise remove, delete or suspend access to any Customer Data, or disclose Customer Data to law enforcement authorities at any time (in each case without the need to consult you). We will not be required to store or retain any Customer Data during or after the Service Period. Except for the licence granted in this clause 6, you will retain all rights in all Customer Data.
- Aggregated performance data. We may monitor and use data that has been anonymised and aggregated (using best industry practices) on the use and performance of the Nook Platform to: (a) detect threats or errors to the Nook Platform and the Nook Services or our operations; (b) better understand how the Nook Platform and the Nook Services are being used by, and the value they provide to, our customers; (c) determine areas of improvement of our services; and (d) ensure compliance with these Terms.
- How long will we keep your information. We will keep your information in line with our data retention policy. In order to comply with our legal and regulatory obligations we will normally retain your main banking information for a period of seven years from when our relationship with you ends. We may also use your information where we have a legitimate purpose. For example managing your account, and dealing with any disputes or concerns that may arise. It may be necessary for us to retain your information for longer where we may need it to comply with regulatory or legal requirements. For example help detect or prevent fraud or other financial crime, or answer requests from regulators, etc. Where we no longer require your information for this length of time, we may destroy, delete or anonymise it sooner.
- You and we both agree to maintain, throughout the Service Period and for a period of five years following the expiry or termination of the Service Period, the confidentiality of any information shared by either of us or our respective employees or contractors which is either marked confidential or which may reasonably be regarded as confidential by its nature or the circumstances of its disclosure (Confidential Information). Any Confidential Information so disclosed may only be used for the provision or use of the Nook Services, or otherwise to exercise our respective rights and obligations under these Terms. Confidential Information may be disclosed to those of our respective employees, contractors or professional advisers who need to know such information for the provision or use of the Nook Services or as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
- We may use any feedback and suggestions for improvements or changes relating to the Nook Services (or other services) provided by you or by any Authorised User for any purpose without charge or limitation.
- We will use reasonable endeavours to ensure that no software or material which is malicious or technologically harmful (Virus) is introduced into the Nook Platform or your devices, systems and networks. However, we recommend that you and your Authorised Users (as appropriate) implement appropriate Virus protection software on your devices, systems and networks.
Our right to terminate. We may terminate the Service Period:
- at any time by giving you at least 60 days’ notice;
- if you have not actively used the Nook Platform for a consecutive 60-day period, provided that we will contact you to give you at least 30 days’ notice of such termination, and if you actively use the Nook Platform within that 30-day notice period, we will not terminate the Service Period; or
- immediately if at any time you breach, or we have reasonable grounds to believe you have breached, any of these Terms.
Your right to terminate. You may terminate the Service Period at any time by emailing us at firstname.lastname@example.org.
- What happens after termination? At the end of the Service Period, your rights to access and use the Nook Platform and receive the Nook Services (including, for the avoidance of doubt services related to the Nook Wallet) will end immediately, and, except for any provisions of these Terms that expressly or by implication survive termination (which shall continue in full force and effect), neither you nor us will have any further obligation under these Terms. We will be entitled to retain Customer Data, any data generated by us as a result of your use of the Nook Platform and any data related to your use of the Nook Wallet (including all transaction data), to enable us to comply with our (and/or the EMI’s) legal and regulatory obligations. The end of the Service Period will not affect any accrued rights and liabilities of either party at any time up to the date of termination.
- Types of liability covered. References to liability in this paragraph 12 include every kind of liability arising under or in connection with these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
- Liability for deliberate default is not limited or excluded. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
- Liability which we do not exclude or limit. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
- When we will not be liable to you. We will not be liable to you for any:
- loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of data or information, loss or damage to goodwill and for any indirect or consequential losses;
- loss or damage not caused by our breach of these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) or our failure to use reasonable skill and care;
- loss or damage caused by events outside of our (or our agents’ or subcontractors’) control which we could not have avoided (for example war or industrial action);
- loss or damage caused by your breach of these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) or any laws or regulations;
- loss or damage caused by any third parties (including the EMI, as defined in the Wallet Terms); or
- loss or damage caused by any goods or services purchased using Nook Wallet.
- Our liability is limited. Subject to paragraph 12.3, if we are found to be liable to you, our total aggregate liability to you under or in connection with this agreement will not exceed GBP 1,000.
- Time limit to bring claims. You must notify us of your intention to make a claim against us within 6 months from the date of the event giving rise to your claim. If you fail to notify us, and subject to paragraph 12.3, we will have no liability to you in respect of such event.
- Your indemnity to us. You will indemnify us on demand and in full for any loss or damage we suffer (including any expenses and costs incurred by us, such as legal fees) as a result of: (a) any third party claims made against us in connection with or as a result of your use of the Nook Platform and/or Nook Services; (b) your breach of these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable); (c) if we have to enforce any provisions of these Terms (including the Wallet Terms and any other additional terms and conditions, as applicable) against you; and/or if you are fraudulent in your use of the Nook Wallet. You will remain liable even after this agreement is terminated.
- We do not make any promises not expressly set out in these Terms. The Nook Platform and the Nook Services (including services provided by us in relation to the Nook Wallet) are provided on an “as is” and “as available” basis and we make no representations or warranties (whether express or implied) that: (a) the Nook Platform will meet your requirements; (b) the results, outcomes or financial returns obtained from the use of the Nook Platform and/or the Nook Services will meet your expectations; (c) certain functionalities will always be available; and (d) the content on the Nook Platform will be accurate, reliable, complete, legal or safe. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the Nook Platform and any content on the Nook Platform. This does not affect any warranties that cannot be excluded or limited under applicable law.
- Notices. Any notice given by a party under these Terms shall be sent: for Nook, to email@example.com; and for Customer, to the email address you provide during your Registration. Any notice will be deemed received 24 hours after the time sent, if sent to the correct email address and no notice of delivery failure is received.
- No partnership or agency. Nothing in these terms constitutes or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
- Assignment. We may assign our rights and obligations under these terms (without your prior express consent), provided that your rights under these terms remain unaffected. You must not assign your rights and obligations under these terms.
- Events outside control. Neither party will have any liability under or be deemed to be in breach of these terms for any delays or failures in performance of these terms which result from circumstances beyond its reasonable control.
- Severance. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Third party rights. A person who is not a party to the Agreement as set out in these Terms (including any of our respective affiliates) will not have any rights to enforce any of these Terms.
- Waiver. No failure or delay by either of us in exercising any right or remedy provided by law or under these Terms will operate as a waiver of such right or remedy or preclude the future exercise of such right or remedy.
Governing law and jurisdiction
- This Agreement will be governed by and interpreted in accordance with English law. You and we irrevocably agree that the English courts will have exclusive jurisdiction in relation to any dispute or claim arising out of any breach of these Terms or their subject matter or formation.